UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1419, 2025

QS Energy, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada

0-29185

52-2088326

(State or other jurisdiction

of incorporation)

(Commission File
Number)

(IRS Employer
Identification No.)

23902 FM 2978
Tomball, Texas		77375
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (775) 300-7647

____________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act: None.

Title of each Class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240. 12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement

~~The~~On ~~Registrant~~February ~~held~~19, ~~its~~2025, ~~annual~~QS Energy, Inc. (the “Company”) ~~meeting~~entered ofinto ~~stockholders~~an onEmployment ~~February~~Agreement ~~14,~~(“Agreement”) ~~2025,~~with atCecil ~~which~~Bond ~~time~~Kyte, the ~~following~~Company’s ~~individuals~~Chief ~~were~~Executive ~~elected~~Officer as(“CEO”) and ~~Class~~Chief IIFinancial ~~and~~Officer ~~Class~~(“CFO”). ~~III~~The ~~Directors~~term (“Term”) of the Agreement is one (1) year and will automatically renew for successive one (1) year periods unless either Mr. Kyte or the Company provides notice, no later than December 1 of ~~Registrant’s~~the ~~Board~~then-current year of ~~Directors:~~the Term, that the Agreement shall not be renewed.

~~Eric~~The ~~Bunting~~effective date of the Agreement is January 1, M2025 (“Effective Date”), and provides for Mr.D Kyte to continue to serve as the Company’s CEO and CFO for a base salary of $35,000 per month. The Agreement also provides Mr. Kyte with a retention bonus of $1,557,500, payable in three (~~Class II~~3) equal installments of $519,617. The Agreement provides that payment of each of the installments is subject to the Company’s financial condition, including the Company maintaining sufficient funds to pay, as due, its operating expenses and establishing a reasonable reserve therefor. Subject to the foregoing condition, the first installment of $519,167 was due on execution of the Agreement; the second installment of $519,617 will be due on the execution, delivery, and effective date of a customer contract for the purchase or lease and installation of the Company’s AOT product; and the third installment of $519,617 will be due on the execution, closing, and effective date of debt or equity financing in favor of the Company in an amount of no less than $5,000,000.

~~Cecil~~The ~~Bond~~Agreement also provides a further inducement to Mr. Kyte ~~(Class~~to continue his employment as CEO and CFO of the Company in the form of stock options. Upon execution of the Agreement, the ~~III~~Company issued to Mr. Kyte an option (“Option”) to purchase 20,817,500 shares of restricted common stock of the Company, at an exercise price of $0.03 per share. The Option immediately vested on the issuance thereof and expires 10 years from the Effective Date.

~~The~~Upon ~~appointment~~execution of ~~Registrant’s independent~~the ~~auditors~~Agreement, ~~Weinberg~~the &Company Coalso issued to Mr. Kyte an additional option (“Additional Option”) to purchase 3,500,000 ~~P.A.~~shares of restricted common stock of the Company, at an exercise price equal to ~~serve~~the asprice ~~Registrant~~quoted in the OTC pink sheets for the Company’s ~~auditors~~publicly ~~for~~traded shares as of the Effective ~~year~~Date. ~~ending~~The ~~December~~Additional ~~31,~~Option ~~2025~~immediately vested on the issuance thereof, ~~was~~and ~~ratified~~expires 10 years from the Effective Date.

~~The~~In ~~proposal~~addition to ~~amend~~the ~~Registrant’s~~Option and Additional Option ~~Articles~~described ofabove, ~~Incorporation~~the Agreement provides that Mr. Kyte will receive an option to ~~increase~~purchase ~~its~~an ~~authorized~~additional 3,500,000 shares of restricted common stock ~~from~~of ~~500~~the ~~million~~Company on each annual renewal of the Agreement (“Renewal Option”), at a price equal to ~~750~~the ~~million~~price ~~was~~quoted in ~~approved~~the OTC pink sheets for the Company’s publicly traded shares on the date of renewal of the Agreement. The Renewal Option will vest at the rate of one-twelfth (1/12th) per month on the last calendar day of each month, provided the Agreement is not terminated and Mr. Kyte continues to serve as the Company’s CEO and CFO on the date of vesting. The Renewal Option will expire 10 years from its issuance date.

The ~~proposal,~~Agreement onalso acontains ~~non-binding advisory~~other ~~basis,~~terms ~~regarding compensation for Registrant’s named executive officers,~~ and ~~the proposal, on a non-binding advisory basis,~~conditions ~~regarding~~usual aand ~~vote~~customary onin ~~executive~~employment ~~compensation every three years were both approved~~agreements.

~~428,424,880~~The ~~shares~~above ofdescription ~~Registrant’s common stock were entitled to vote as~~ of ~~the~~material ~~record~~terms ~~date~~and conditions of ~~December 31, 2024. There were 304,975,062 shares of~~ the ~~Registrant’s common~~Agreement ~~stock~~is ~~present~~qualified in ~~person~~its ~~and~~entirety by ~~proxy~~reference atto the ~~annual meeting~~Agreement, ~~and~~ a ~~quorum~~copy ~~was~~of ~~represented~~which atis ~~the~~attached ~~annual~~hereto ~~meeting~~as inExhibit ~~person~~10.1, and byincorporated ~~proxy.~~herein ~~The~~by ~~following summarizes vote results for those matters submitted to the Registrant’s stockholders for action at the annual meeting:~~reference.

1Item 9.01 ~~Proposal to~~Financial ~~elect~~Statements ~~one (1) Class II Director~~ and ~~one (1) Class III Director to Registrant’s Board of Directors.~~Exhibits

Director	For	Withheld
Cecil Bond Kyte (Class III)	216,717,124	7,012,770
Eric Bunting, Class (II)	219,236,124	4,493,770

The following Exhibit is filed herewith.

2. Proposal to ratify the appointment of Weinberg & Co., P.A. as Registrant’s independent accountants for the year ending December 31, 2025.

Exhibit Number		Description

10.1		Employment Agreement between Company and Cecil Bond Kyte
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

	For		Against		Abstain
	302,407,760		4,400		2,562,905

3. Proposal to Amend the Articles of Incorporation of Registrant to increase the Registrant’s authorized shares of common stock from 500 million to 750 million.

	For		Against		Abstain
	288,162,717		14,995,790		1,816,555

4. Proposal, on a non-binding advisory basis, regarding compensation and compensation program for Registrant’s named executive officers.

	For		Against		Abstain
	211,337,574		7,331,563		5,060,757

5. Proposal, on a non-advisory basis, regarding a vote on executive compensation every three years.

	For		Against		Abstain
	216,095,357		4,779,026		2,855,511

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 19, 2025	QS ENERGY, INC.
Date: February 21, 2025	QS ENERGY, INC.
	By: /s/ Cecil Bond Kyte
	Name: Cecil Bond Kyte
	Title: CEO and CFO

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